8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 13, 2005
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-14691
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95-3980449 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 40 West 57th Street, 5th Floor |
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| New York, NY
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10019 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 641-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrant’s Business and Operations
TABLE OF CONTENTS
Item 1.01
Entry into a Material Definitive Agreement.
On September 13, 2005, the Board of Directors of Westwood One, Inc. (the “Company”) amended
and restated the Company’s form restricted stock unit agreement by and between the Company and
outside directors to provide that 100% of the restricted stock units awarded thereunder to outside
directors shall vest in full upon a director’s “Retirement” (as such term is defined in the
Company’s 2005 Equity Compensation Plan (“Equity Plan”)). In connection therewith, the Company’s
Board of Directors amended and restated the Restricted Stock Unit Agreements by and between the
Company and its outside directors with respect to the restricted stock units previously awarded by
the Company to its outside directors on May 19, 2005 and August 3, 2005, to give effect to the
amendment to the Company’s form restricted stock unit agreement, as described above.
A copy of the Company’s form Amended and Restated Restricted Stock Unit Agreement for outside
directors is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its
entirety. A copy of the Company’s Equity Plan was previously filed with the SEC as Exhibit 10.2 to
the Company’s 8-K on May 25, 2005.
Section 9 Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
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Exhibits. |
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The following is a list of the exhibits filed as a part of this Form 8-K: |
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| Exhibit |
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Description of Exhibit |
99.1
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Form Amended and Restated Restricted Stock Unit Agreement under the
Westwood One, Inc. 2005 Equity Compensation Plan for outside directors. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WESTWOOD ONE, INC.
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| Date: September 15, 2005 |
By: |
/s/ David Hillman
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Name: |
David Hillman |
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Title: |
Senior Vice President,
General Counsel and
Secretary |
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EXHIBIT INDEX
Current Report on Form 8-K
dated September 13, 2005
Westwood One, Inc.
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| Exhibit |
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Description of Exhibit |
99.1
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Form Amended and Restated Restricted Stock Unit Agreement under
the Westwood One, Inc. 2005 Equity Compensation Plan for outside
directors. |